Ratos: Notice of Annual General Meeting 17 April 2013
This information is disclosed in accordance with the Securities Markets Act, the Financial Instruments Trading Act or demands made in the exchange rules.
Ratos's Annual General Meeting will be held on Wednesday, 17 April 2013 at 17.00 CET at the Stockholm Concert Hall at Hötorget, Stockholm. The complete notice of the meeting is attached and available at www.ratos.se where attendance can also be notified. Complete AGM documentation will be available at Ratos's head office and on www.ratos.se from 11 March. Notice of attendance must be made to Ratos no later than 11 April.
Board of Directors and auditors The Nomination Committee proposes re-election of Board members Lars Berg, Staffan Bohman, Arne Karlsson, Annette Sadolin, Jan Söderberg, Per-Olof Söderberg and Margareth Øvrum. Arne Karlsson is proposed as Chairman of the Board. A more detailed presentation of the proposed Board members and the work of the Nomination Committee is provided on the company's website www.ratos.se.
The Nomination Committee further proposes re-election of PricewaterhouseCoopers AB as auditors for the period until the next annual general meeting has been held.
Proposed dividend The Board proposes an ordinary dividend of SEK 3.00 per Class A and Class B share (5.50). The record date for the right to receive dividends is proposed as 22 April and dividends are expected to be paid on 25 April.
Purchase of treasury shares The Board of Directors proposes that the Annual General Meeting gives the Board a renewed mandate to decide, during the period until the next Annual General Meeting, on repurchase of a maximum number of shares so that the company's holding of treasury shares does not exceed 4% of all the shares in the company. The purpose of the buy-backs is to give the Board more room for manoeuvre in its work to create value for the company's shareholders.
Incentive programme The Board proposes that the Annual General Meeting decides to issue a maximum of 800,000 call options on Ratos treasury shares to be transferred at a market premium to key people at Ratos. The option purchases will be partly subsidised. It is further proposed that the Meeting decides on a transfer of a maximum of 800,000 shares in the company when the above-mentioned options are exercised.
In addition, the Board proposes, as in the previous year, that the Meeting decides on a cash-based option programme related to Ratos's investments in holdings. It is proposed that the programme be carried out by issuing synthetic options which key people within Ratos will be entitled to acquire.
The Board further proposes that the Meeting decides on a transfer of a maximum of 16,000 class B shares to administrative employees.
Proposal on authorisation for new issues to be used at acquisitions The Board proposes that the Meeting resolves, during the period until the next Annual General Meeting, to authorise the Board in conjunction with agreements on company acquisitions, on one or several occasions, with or without deviation from the pre-emptive rights of shareholders, for a cash payment, through set-off or non-cash, to make a decision on a new issue of class B shares in the company. This authorisation shall comprise a maximum total of 35 million class B shares, which corresponds to 9.7% of the shares and 3.1% of the votes (after full utilisation of the mandate) and apply until the next annual general meeting.
Proposal on authorisation for issue of preference shares to be used at acquisitions The Board proposes that the Meeting resolves to authorise the Board in conjunction with agreements on company acquisitions, on one or several occasions, with or without deviation from the pre-emptive rights of shareholders, for a cash payment, through set-off or non-cash, to make a decision on a new issue of Class C preference shares. The authorisation shall comprise a maximum total of 1,250,000 Class C preference shares, which corresponds to 0.4% of the shares and 0.1% of the votes (after full utilisation of the mandate) and apply until the next annual general meeting. The Board has further proposed that the Annual General Meeting resolves on amendments to the Articles of Association to enable a new issue of Class C preference shares.
The Board proposes that a dividend on Class C preference shares, which may be issued prior to the 2014 Annual General Meeting, shall be paid quarterly in an amount of SEK 25 per Class C preference share, although a maximum of SEK 100 per Class C preference share.
Motivation and background to the new issue authorisation Ratos has had a mandate to utilise newly issued Class B shares to finance acquisitions since the 2009 Annual General Meeting. In order to provide greater flexibility in choice of financing and thus optimise shareholder return, the Board is seeking the Annual General Meeting's mandate to also be able to issue preference shares in conjunction with acquisitions. The new issue mandate is a necessary instrument for Ratos's liquidity planning since Ratos's business model involves large liquidity inflows (divestments) and outflows (acquisitions) at times which are difficult to predict. By issuing Class B shares or preference shares Ratos can ensure that acquisitions can be made on the right terms rather than when liquidity is available, which would have a negative impact on returns. The Board is therefore of the opinion that the new issue mandate is of strategic importance to ensure that Ratos can continuously exploit acquisition opportunities that arise.
The reasons for the open mandate are (i) it is not possible to determine when and to what extent acquisitions with shares as means of payment may arise (ii) the long timeline for implementation of a new issue would make it impossible to use Ratos shares without an open mandate. The mandate only applies in the event of possible acquisitions and if no acquisitions are completed where all or part of the financing takes the form of shares, no Class B shares or preference shares will be issued and the mandate will thus not be utilised.
For further information, please contact: Arne Karlsson, Chairman of the Board, +46 8 700 17 00 Björn Franzon, Chairman of the Nomination Committee, +46 707 99 68 32
Appendix: Notice of the Annual General Meeting of Ratos AB (publ) 2013
Financial calendar from Ratos:
Annual General Meeting 2013 17 April 2013
Interim Report January - March 2013 8 May 2013
Interim Report January - June 2013 15 August 2013
Interim Report January - September 2013 8 November 2013
Ratos is a private equity conglomerate. The company's mission is to maximise shareholder value over time through the professional, active and responsible exercise of its ownership role in primarily medium to large unlisted Nordic companies. Ratos's holdings include AH Industries, Arcus-Gruppen, Biolin Scientific, Bisnode, DIAB, Euromaint, Finnkino, GS-Hydro, Hafa Bathroom Group, HL Display, Inwido, Jøtul, KVD Kvarndammen, Mobile Climate Control and SB Seating. Ratos is listed on Nasdaq OMX Stockholm and market capitalisation amounts to approximately SEK 21 billion.